My Little Pony Friendship Is Magic: Why?
by Kendell
Summary: *Warning! Spoilers for Season 3!* Fluttershy did the impossible and touched the heart of chaos. Discord has finally come to comprehend the true meaning of friendship and experience it him. However, now Discord has one question on his mind he cannot seem to find the answer to; why does he care?


Hello everyone, been awhile, hasn't it? I liked 'Keep Calm and Flutter On', but I can agree it could've used a few more scenes to flesh things out a bit. So this is kind of an epilogue to it. I wrote this on a whim really. I respect if you didn't like the episode, please respect that I did and decided to write this. Anyway, enjoy!

My Little Pony belongs to Hasbro! Thanks to my friend on Deviantart ItsfromPeople for beta reading!

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**_Why?_**

Warning! Avoid if you don't want spoilers for My Little Pony: Friendship Is Magic! Keep Calm And Flutter On or Season 3 in general! They abound here!

Discord did something the Draconequus rarely did (never by his memory); ask himself 'why did I do it?'

Why did it matter so much to him that one little Pegasus was his friend? Why had he given up his kingdom of chaos because he realized he'd lose the one friend he'd ever had? Since when had friendship meant anything at all to him? He knew why he'd tricked her. He knew why he'd changed Sweet Apple Acres back to normal. He even knew why he felt…what was the word for it? Guilty? He knew why all the same. It was figuring out why he went from 'plan to exploit Fluttershy's kindness to ensure his reign would go unchallenged' to 'care about Fluttershy enough to give up said reign for her friendship' that he just couldn't grasp.

He actually chuckled. "Oh well, I suppose that's how chaos works…" he said, snapping his eagle claw and producing a glass of chocolate milk. "Even I don't know why I do things half the time," he drank the milk this time, gave the glass bird wings, and prepared to let it fly off in a random direction…then stopped, scratched his chin and turned the glass into a muffin before letting it fly off into the sky…where a grey wall-eyed Pegasus flew by and ate it. "Still…I can't help wondering-"

"Discord!"

Discord blinked, turning to see Twilight Sparkle, Element of Magic still on her head, trot over, the rest of her friends following shortly, Fluttershy looking…not worried, but cautious. It wasn't at him, at least he didn't think it was. "Hello, Twilight Sparkle. If you're checking up on me, you'll find I'm on my best behavior," he said, disappearing in a flash and reappearing with a dog collar on, sitting like an obedient dog.

Twilight gave a blink of confusion and then sighed. "…Look, I know you fixed Sweet Apple Acres, which I'm not complaining about. And under no circumstances would I PREFER you as our enemy again."

Discord teleported again, reappearing near the six mares, doing a headstand for no apparent reason. "But?"

"We don't trust you as far as we can throw you," Rainbow Dash said bluntly.

Rainbow Dash had expected him to shrink down to the size of a grain of rice or something so he could say 'you can throw me pretty far' or something…instead, the Draconequus sighed sadly.

"…Discord?" Fluttershy asked, flying over to him. She glared at Rainbow.

"No, Fluttershy, don't be mad," Discord said, teleporting and looking into the distance, looking rather somber for once. "I don't blame them…"

The group all looked at each other in shock at the chimera's response. Discord actually understood why someone was upset with him?

After an awkward silence, Twilight walked over to him. "Discord…no offense, and not that I liked it better when you didn't, but…why did you seem…guilty when you realized you were risking losing Fluttershy's friendship? I understand being sad but…you seemed outright guilty."

"…Twilight Sparkle, I think you already know the answer to that," Discord said, snapping his fingers.

In a flash of light, the six mares, one dragon, and one Draconequus were back in Ponyville, back when Discord had ruled it.

They saw themselves, under his spell, going their separate ways.

"Fine! Leave! See if I care! I don't need you guys either! With friends like you…who needs enemies…" Twilight watched herself say, turning grey as a tear rolled down her cheek.

Discord lowered his head and transported them back. "…Empathy has never been something I was good at. I've lived for eons, and every second of it I thought you ponies were just toys to play with," Discord stated, not an ounce of his normal over the top antics to be seen. "I'd be a worse liar than I made you, Applejack, to say I didn't enjoy what I did to you six or that I didn't START this trying to trick Fluttershy…But I guess somewhere along the way I started 'Becoming the Mask' so to speak," he explained, going to pull his face off like a mask to reveal another identical face beneath it…but stopped short with a sigh. "It's almost funny when you think about it. I lost the last time because I didn't understand your friendship as well as I thought I did, and once I finally did understand it…I realize how it must've felt when I broke yours apart."

Discord turned to look at them, Rainbow Dash specifically. "…'A weighty choice is yours to make, the right selection or a big mistake'…" he then manifested a mirror and looked at himself in it. "The chaos you desire so bad, or the only friend you've ever had…" he finished, throwing the mirror over his shoulder. It turned into flowers on impact. "…I suppose my point is…those kinds of jokes aren't nearly as funny when you know how the other pony feels…I know why I feel guilty."

The ponies honestly didn't know how to respond. Discord actually felt…guilty.

"Now I believe it's my turn to ask a question," Discord said, the group and him suddenly switching places in a flash of light. "…Why did I change?"

They blinked. "Sorry…can you repeat that please?" Rarity asked, looking confused.

"Yeah…how are we supposed tah know why YOU changed yer ways? Not that we ain't happy yah did," Applejack continued, admittedly glad to have her farm nice and dry, instead of a lake or a skating rink.

"I suppose the better question is 'why did I suddenly care about friendship?'" Discord asked, looking to them. "I honestly don't know why. Friendship feels good, that's true I suppose, but so did my chaos, at least to me…so why did friendship matter more? Come on, surely you can help me with that little question. You are the experts of friendship, after all. You don't wear the Elements just to make you look good."

"Tiaras and necklaces are in this year!" Rarity snapped back.

Discord couldn't help a small chuckle. "Well you know what I mean, even I know those little trinkets would just be babbles if you knew nothing about friendship."

"Yeah, we know, that's why you broke and brainwashed us," Rainbow Dash retorted.

Discord sighed, in a mix of guilt and frustration that his actions where biting him in the tail. "Yes, I am now well aware of the horrific nature of my actions, thank you, but please…just answer my question."

Twilight gave it some thought. "Well…" she started, then suddenly found a soapbox under her hooves. She gave Discord a small glare.

"Sorry, I couldn't resist…" Discord admitted, giving a small chuckle that strangely lacked any malevolence. Fluttershy would be lying if she said she didn't like seeing a little harmless mischief out of the Draconequus she had accepted as a friend. She thought back to her house as they prepared to dinner, sure, she didn't like her cottage looking like something from a modern art gallery, but it had gotten progressively more harmless as time went on when she really thought about it. At least her house hadn't been floating in midair while rotating anymore. "Continue."

"Alright…" Twilight gave a deep breath to calm herself. "Discord…I never cared about friendship when I came to Ponyville…which you probably already knew."

"Yeah, that reminds me," interrupted Rainbow Dash. "How DID you know all that stuff about us the first time."

Discord chuckled. "The same way I just used to show you the past of course. By the way, Rarity, your mane looks wonderful wet."

Discord found himself getting slapped by a unicorn a second later. "Ok, I probably deserved that," he admitted, rubbing his cheek. "Continue, Twilight Sparkle."

"Discord…the point is, I didn't think I'd want friends either," Twilight continued, sounding sympathetic. "But once I had friends, I didn't want to do ANYTHING to lose them. I…I actually can't explain it."

Pinkie suddenly popped up on Twilight's soapbox with no warning. "Yeah, even I really don't know how to explain it! And I love making friends!"

Twilight telekinetically put Pinkie Pie on the ground. "Thank you Pinkie…When you really think about it, friendship is something you CAN'T explain. Look at the seven of us. A physical hard working farm pony, a somewhat brash, stunt flying tomcolt, a generous fashionista who can't stand to get dirty, a pink, hyperactive party loving pony, a shy, timid, sweet little Pegasus who loves animals, a snarky baby dragon, and the Princess' book loving personal student-"

"With a mild case of OCD," Spike commented, breaking his silence…he was still afraid of Discord and had been hiding behind Twilight the whole time.

"That was never diagnosed!" Twilight shouted, then took a deep breath to calm down. "My point is, Discord…does it make sense that we're friends anymore than it makes sense that same shy, timid little Pegasus being friends with the Spirit of Chaos?"

Discord looked down at Fluttershy, who had remained next to him. He gave it thought, tapping his chin. "No…it doesn't make sense…" he admitted. Fluttershy gave him a smile…he smiled back, not an ounce of maliciousness to be seen. "Make sense? Oh what fun is there in making sense?" he asked, giving a laugh that actually seemed…happy. Not sadistic, not evil, just…happy.

Twilight gave a small smile. It actually kind of reminded her of how it felt when she realized how much she cared for her friends.

"So…" Rainbow Dash said, her expression showing how little she trusted the Draconequus. "What are you going to do now?"

Discord tapped his chin. "Well, I guess I could go to Disneyland," he said, snapping his fingers to don the appropriate t-shirt and hat…before realizing something. "As soon as I find out what the Princess freed me for, though knowing Celly, she may have just wanted an excuse to reform me. She's like that you know…Oh! And one other thing!"

The Draconequus snapped his fingers and a scroll manifested in his claw. He looked serious, which on usually the random, nonsensical chimera was strange. He cleared his throat. "I believe when one feels guilt, they're supposed to apologize for their actions," he admitted, lowering his head slightly. "So I apologize for the following misdeeds I've committed against you…" he said, unrolling the scroll…it hit the ground and kept rolling until it was well into the distance. Everypony, including Discord himself, just stared in surprise. "…This may take longer than I thought."

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Well that's that! Hope you guys enjoyed it! See you later!_  
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